LISTING AGREEMENT—SALE OF BUSINESS
THIS LISTING AGREEMENT is made and entered into this _____/_____/_____, between Oreng Consulting and
________________________________ owner OR legal representative __________________________________________.
In consideration of the mutual benefits and obligations of the parties set forth in this Agreement, the Company hereby retains Oreng Consulting to use its best efforts to solicit offers for the purchase of substantially all of the asset or all of the stock if the Company, subject to the following terms and conditions:
ARTICLE I - OBLIGATIONS
Oreng Consulting shall use its best efforts to find a buyer for substantially all of the assets or stock of the Company. Oreng Consulting shall (1) include the Company with other listings maintained by Oreng Consulting; (2) place a suitable sign on the premises; (3) promptly notify the Company of prospective buyers; and (4) show the Company’s premises and operations to prospective buyers.
ARTICLE II - CONSULTING COMMISSION
2.1 Commission. Oreng Consulting shall receive a commission of (see the commission rates attachment) of the selling price of substantially all of the assets or stock of the Company if: (1) Oreng Consulting procures a buyer who is ready, willing, and able to purchase substantially all of the assets or stock of the Company on terms deemed acceptable by the Company in its sole and absolute discretion; and (2) substantially all of the assets or stock of the Company are sold to a buyer procured by the Oreng Consulting during the term of this listing or if, within 6 months after the termination of this listing, substantially all of the assets or stock of the Company are sold to a buyer who was first submitted to the Company by Oreng Consulting.
2.2 Expenses. The Company and Oreng Consulting shall each pay their own respective expenses involved in performance of their respective duties under this Agreement.
ARTICLE III - TYPE OF LISTING
This listing is and shall be an exclusive listing from the date first set forth above through and ________________________________ owner OR legal representative OF __________________________________________. and Oreng Consulting right to a commission will arise from a sale of substantially all of the asserts or stock of the Company to a buyer who is procured by Oreng Consulting, but shall not accrue if the buyer is procured by the Company itself.
ARTICLE IV - TERM
The rights and obligations of the parties shall commence on the date first set forth above, and shall terminate at midnight on _____/_____/_____. Either party may cancel this listing at any time after 30 days’ written notice.
ARTICLE V - CONFIDENTIALITY
5.1 Confidentiality Obligations. During the term of this Agreement and for a period of ten (10) years thereafter, Oreng Consulting shall maintain in confidence and use only for purposes of this Agreement any information or documentation which Seller marks “Confidential” (collectively “Confidential Information”). To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, Oreng Consulting may disclose Confidential Information which it is otherwise obligated under this Article not to disclose to its affiliates and to prospective buyers, on a need-to-know basis, on condition that such entities or persons agree to keep the Confidential Information confidential for the same time periods and to
the same extent as Oreng Consulting is required to keep the Confidential Information confidential.
5.2 Limitations on Usage. Except as expressly authorized by this Agreement or by other prior written consent of the Company, for the term of this Agreement and for ten (10) years thereafter, Oreng Consulting shall not deliver, transmit, or provide to any person other than as permitted under this Agreement, and shall not use any of the Confidential Information, or authorize, cause, or aid anyone else to do so. Except as permitted in this Agreement, nothing shall be deemed to give Oreng Consulting any right or license to use or to replicate or reproduce any of the Confidential Information, or to authorize, aid, or cause others so to do.
5.3 Survival. The covenants set forth in this Article V shall survive the termination of this Agreement and continue in full force and effect for ten (10) years without limitation.
ARTICLE VI - GENERAL PROVISIONS
6.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.
6.2 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of Comm of Mass.
6.3 Severability. If any term, covenant, condition, or provision of this Agreement or the application thereof to any circumstance shall be invalid or unenforceable to any extent, the remaining terms, conditions, and provisions of this Agreement shall not be affected thereby and each remaining term, covenant, condition, and provisions of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law. If any provision of this Agreement is so broad as to be unenforceable, such provisions shall be interpreted to be only as broad as is enforceable.
6.4 Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on either party to this Agreement except to the extent incorporated in this Agreement.
6.5 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing signed by the Company and Oreng Consulting.
6.6 Assignment. The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first
(Minimum commission is $3,500.00)
Final price paid by buyer over $500,000.00 - Consulting commission is 3%
Final price paid by buyer between $250k to $499k - Consulting commission is 5%
Final price paid by buyer between $60k to $249k - Consulting commission is 7%
Final price paid by buyer under $60k - Consulting commission is 10%
529 Main st – Charlestown – 2 Floor –
MA - 02129
Name: SERGIO ORENG